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description, and any survey obtained. The City must provide written approval of <br />title matters by the Contingency Date. <br />10. Termination Right: The City has the right to terminate the Purchase and Sale <br />Agreement if its contingencies are not met within 60 days of Oversight Board and <br />Department of Finance (DOF) approval (Outside Date), as long as the City informs <br />the Successor Agency through a termination notice (Termination Notice) and pays <br />any relevant fees. <br />11. Seller’s Conditions: The City shall provide written confirmation to the Successor <br />Agency that it has completed its review of the title and the condition of the property, <br />including hazardous materials, zoning, and suitability. Additionally, the City shall <br />ensure that the Oversight Board and DOF approvals are obtained, confirm <br />approval of the Title Policy, and deliver all necessary documents by the agreed <br />dates. If any contingencies are not met by the Outside Date, the Seller may <br />terminate the Agreement, and the City shall be responsible for any title or <br />cancellation fees unless the Seller is in default. <br />12. Buyer’s Deliveries to Seller: At least one business day prior to the Closing Date, <br />the City shall deposit with the Successor Agency the Purchase Price, together with <br />additional funds necessary to pay the City’s closing costs, proof of the City’s <br />authority and authorization to enter into the Purchase and Sale Agreement and <br />complete the transaction, and any other documents or items reasonably required <br />to close the transaction as determined by the title company, as defined by the <br />Purchase and Sale Agreement (Title Company). <br />13. Costs and Expenses: The City shall bear its respective costs related to the <br />transaction, including proration of revenues and expenses associated with the <br />Property. <br />14. Prorations and Withholding: The City shall prorate all revenues and expenses <br />related to the Property as of the Closing Date, with any delinquent taxes to be <br />settled by the Successor Agency. <br />Successor Agency Responsibilities <br />1. Purchase and Sale: The Successor Agency agrees to sell the Real Property to <br />the City for $190,000. <br />2. Closing without Escrow: If the Successor Agency elects to proceed without an <br />escrow holder, the Successor Agency shall confirm that the deed can be recorded <br />and that the Title Company, will issue the City’s Title Policy, subject to acceptable <br />exceptions. <br />3. Delivery of Real Property and Formation Documents: The Successor Agency <br />shall provide necessary documents, including tax bills, proof of authority, and other <br />relevant property documents within 10 days after the Effective Date. <br />EXHIBIT 5